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WISeKey International Holding Ltd Signs Merger Agreement to Redomicile to the British Virgin IslandsWISeKey International Holding Ltd Signs Merger Agreement to Redomicile to the British Virgin Islands
Under the proposed transaction, WISeKey would merge with and into WISeKey BVI, with WISeKey BVI surviving the merger as the publicly traded parent company of the WISeKey group and successor to WISeKey. Following completion of the redomiciliation, WISeKey BVI is expected to have its ordinary shares directly listed both on Nasdaq, and on SIX Swiss Exchange. As part of the merger, each outstanding class of WISeKey shares will be exchanged for the relevant class of WISeKey BVI shares in accordance with the exchange ratios set out in the merger agreement. WISeKey’s current American Depositary Share (“ADS”) program will be terminated, and holders of WISeKey ADSs will receive WISeKey BVI ordinary shares in exchange. The current holders of WISeKey Class B shares, being WISeKey's shares traded on the SIX Swiss Exchange, will have certain election rights among different classes of shares that differ with respect to voting rights and dividend rights. In the absence of an election by holders of WISeKey Class B shares, such holders will receive WISeKey BVI ordinary shares in exchange for their WISeKey Class B Shares. Detailed procedures for the share and ADS exchanges, including the available elections by shareholders and relevant deadlines, will be communicated separately in advance of the extraordinary general meeting of shareholders (the "EGM") at which WISeKey shareholders’ approval for the redomiciliation will be sought. We currently expect the EGM to be held in the course of Q3 2026. No later than 30 days prior to the EGM, WISeKey shareholders will receive access to copies of the merger agreement, the merger report, and the audit report thereon, as well as WISeKey's standalone and consolidated annual financial statements and annual reports for the financial years 2025, 2024 and 2023, and the standalone financial statements of WISeKey BVI as of and for the period ended December 31, 2025. The merger is intended to align the group’s holding company jurisdiction with its international capital markets profile. The British Virgin Island’s contemporary and flexible corporate legal framework is expected to provide WISeKey BVI with greater strategic and operational flexibility, including in terms of access to equity capital markets in the U.S. and Switzerland, and in support of future strategic initiatives. There can be no assurance that the anticipated benefits of the redomiciliation will be realized. The completion of the merger remains subject to various customary conditions. Apart from the approval of the merger by shareholders at an EGM, this will include, among other things, the effectiveness of the registration statement to be filed with the U.S. Securities and Exchange Commission, the required Nasdaq and SIX listing authorizations, the confirmation by the Swiss Takeover Board that WISeKey will be subject to the same opting-out from the mandatory takeover provisions as WISeKey, and the satisfaction of Swiss law, BVI law, regulatory and procedural conditions. About WISeKey Press and investor contacts:
Disclaimer: This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”), the FInSa's predecessor legislation or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey. Important Additional Information and Where to Find It In connection with the proposed merger, WISeKey BVI intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a prospectus of WISeKey BVI (the “prospectus”). WISeKey also intends to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The registration statement, prospectus, and other documents filed by WISeKey or WISeKey BVI with the SEC (when available) may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland. Participants in the Solicitation WISeKey, WISeKey BVI, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from WISeKey’s shareholders in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the proposed merger will be included in the prospectus when it becomes available. Additional information regarding WISeKey’s directors and executive officers is also included in WISeKey’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov. No Offer or Solicitation This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Cautionary Statement Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are typically identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding: the anticipated benefits of the proposed redomiciliation and merger; the expected timing of the completion of the proposed transaction; the expected listing of WISeKey BVI shares on Nasdaq and SIX Swiss Exchange; the anticipated strategic and operational flexibility to be provided by the British Virgin Islands jurisdiction; and future strategic acquisitions. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which WISeKey and WISeKey BVI operate, and management’s beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to: the risk that the merger may not be completed in a timely manner or at all; failure to obtain required shareholder approval; failure to obtain required regulatory approvals or satisfy other closing conditions; the risk that the anticipated benefits of the redomiciliation may not be realized; changes in applicable laws or regulations; general economic and market conditions; and other risks and uncertainties described in WISeKey’s filings with the SEC, including its Annual Report on Form 20-F. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. WISeKey does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. 
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